Terms and Conditions
Introduction These Terms and Conditions ("Terms") govern the provision of professional services by HubSeven LLC ("Company," "we," "us," or "our") to the client identified in the applicable Service Agreement, Statement of Work, proposal, or purchase order ("Client," "you," or "your"). By engaging our services, you agree to be bound by these Terms. These Terms form part of, and are incorporated into, any separate written agreement between the parties; to the extent of any conflict, the specific written agreement (e.g., Statement of Work) will control.
Scope of Services
2.1 Services. We provide technology consulting and IT-enabled services, including but not limited to security integration, cloud services design and implementation, systems integration, managed services, and professional development and advisory services (collectively, "Services").
2.2 Deliverables. Specific deliverables, timelines, acceptance criteria, and milestones will be set forth in the applicable Statement of Work or project document. Any change to scope, deliverables, or timeline will be managed through a written change order agreed by both parties.
Client Responsibilities
3.1 Access and Cooperation. You will provide timely access to personnel, systems, facilities, information, and decisions reasonably required for our performance. Delays caused by your failure to cooperate may result in schedule changes and additional charges.
3.2 Compliance. You will comply with applicable laws and regulations and will ensure that the data and materials you provide do not infringe third-party rights or violate any law.
3.3 Security and Credentials. You are responsible for maintaining the confidentiality of any credentials you provide to us and for any actions taken under those credentials.
Fees, Invoicing, and Payment
4.1 Fees. Fees for Services will be specified in the applicable Statement of Work, proposal, or order. Fees may be fixed-fee, time-and-materials, subscription-based, or a combination as agreed.
4.2 Expenses. You will reimburse reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of Services.
4.3 Invoicing and Payment Terms. Invoices are due within thirty (30) days of invoice date unless otherwise specified. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend performance for overdue accounts after providing written notice and a reasonable cure period.
4.4 Taxes. Fees do not include taxes, duties, or similar charges. You will pay all applicable taxes, except taxes based on our net income.
Term and Termination
5.1 Term. The term begins on the effective date set forth in the applicable agreement and continues until completion of Services or earlier termination as provided herein.
5.2 Termination for Convenience. Either party may terminate a Statement of Work for convenience upon thirty (30) days’ written notice. You will pay for Services performed and expenses incurred up to the termination date and any non-cancelable commitments.
5.3 Termination for Cause. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after written notice. We may immediately terminate or suspend Services if you fail to pay undisputed amounts when due.
5.4 Effect of Termination. Upon termination, each party will return or destroy the other party’s confidential information and, where applicable, transition materials. Termination does not relieve either party of obligations that by their nature survive termination (e.g., payment, confidentiality, intellectual property license terms, indemnity).
Confidentiality
6.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, designated as confidential or that reasonably should be understood to be confidential.
6.2 Obligations. Each party will protect Confidential Information with at least the same degree of care it uses for its own confidential information (no less than reasonable care), use it only to perform its obligations under these Terms, and not disclose it except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations.
6.3 Exceptions. Confidential Information does not include information that (a) was known to the receiving party without restriction before receipt; (b) becomes publicly available other than by breach; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party’s Confidential Information.
6.4 Compelled Disclosure. If compelled by law to disclose Confidential Information, the receiving party will provide prompt notice and cooperate to seek protective measures.
Intellectual Property
7.1 Pre-Existing IP. Each party retains all right, title, and interest in its pre-existing intellectual property and tools, including methodologies, templates, libraries, and know-how ("Background IP").
7.2 Developed IP. Subject to the rights and licenses expressly granted in this Agreement, all intellectual property rights in and to any work product, deliverables, software (including source code and object code), documentation, designs, inventions, improvements, discoveries, processes, methodologies, and other materials that are conceived, developed, created, or reduced to practice by or on behalf of HubSeven, alone or jointly with the Customer, in the performance of the Services (collectively, "Developed IP") shall be owned as follows:
If the Developed IP consists of custom-developed, one-off deliverables specifically created for the Customer under this Agreement and paid for in full by the Customer, HubSeven assigns to the Customer all right, title and interest in such Developed IP, subject to HubSeven's retained rights and any third-party rights expressly identified in writing.
Notwithstanding the foregoing assignment, HubSeven shall retain all right, title and interest in (a) any Background IP, tools, methodologies, templates, libraries, frameworks, techniques, know-how, and other materials that existed prior to or were developed outside the scope of this Agreement, and (b) any general-purpose software, routines, components, or modules that are reusable and not unique to the Customer's deliverable ("Retained Components"). To the extent any Retained Components are incorporated into Customer deliverables, HubSeven hereby grants the Customer a perpetual, worldwide, non-exclusive, royalty-free license to use, execute, reproduce, modify, and distribute the Customer deliverables solely for the Customer's internal business purposes.
For clarity, ownership of Developed IP shall be determined by distinguishing between (i) Customer-specific, bespoke work paid for under this Agreement (which is assigned as set forth above), and (ii) HubSeven's Background IP and Retained Components (which remain the property of HubSeven and are licensed as set forth above).
7.3 Third-Party Materials. Any third-party software, libraries, or other materials used in the performance of the Services are subject to their own license terms. HubSeven will use commercially reasonable efforts to identify any such third-party materials to the Customer and to pass through applicable license terms. The Customer's rights to use third-party materials are governed by those third-party license terms; HubSeven shall have no liability for Customer's failure to comply with such third-party terms.
7.4 License to Customer Data. The Customer grants HubSeven a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, transmit, and otherwise process Customer-provided data, materials, and information as reasonably necessary to perform the Services and exercise HubSeven's rights under this Agreement. HubSeven will use Customer Data only in accordance with the Agreement and applicable law.
7.5 Moral Rights. To the extent permitted by applicable law, the Customer and HubSeven each hereby waive (and shall procure the waiver of) any moral rights, attribution rights, or similar rights they may have in or to the Developed IP, to the extent necessary to permit the other party to fully enjoy the rights granted under this Agreement.
7.6 Maintenance of Records; Assistance. Each party shall maintain adequate records of the development activities it performs. At the request and expense of the Customer, HubSeven will provide reasonable assistance and execute documents reasonably necessary to perfect or evidence the Customer's ownership of assigned Developed IP, subject to HubSeven's right to retain copies of general-purpose tools and Retained Components and subject to any applicable confidentiality obligations.
7.7 Protection of Confidential Information. Each party will take commercially reasonable measures to protect the other party's Confidential Information and will not use or disclose such information except as necessary to perform its obligations under this Agreement or as otherwise permitted in writing.
7.8 Reservation of Rights. Except for the rights and licenses expressly granted in this Agreement, no other rights or licenses, whether by implication, estoppel, or otherwise, are granted by either party to the other with respect to any Background IP, Retained Components, third-party materials, or Developed IP.
7.9 Remedies for Infringement. If either party becomes aware of any claim that the Customer's use of the Developed IP or any deliverable infringes a third party's intellectual property rights, the parties will promptly notify one another and cooperate in the defense or resolution of such claim. HubSeven may, at its option and expense, (a) procure for the Customer the right to continue using the alleged infringing item, (b) replace or modify the item to make it non-infringing while providing substantially similar functionality, or (c) if neither (a) nor (b) is reasonably practicable, terminate the affected license and refund any prepaid, unused fees for the affected deliverable. The foregoing states HubSeven's sole liability and the Customer's exclusive remedy for any intellectual property infringement claim, except to the extent caused by Customer's materials,, created, or reduced to practice by or on behalf of HubSeven, alone or jointly with the Customer, in the performance of the Services (collectively, "Developed IP") shall be owned as follows:
If the Developed IP consists of custom-developed, one-off deliverables specifically created for the Customer under this Agreement and paid for in full by the Customer, HubSeven assigns to the Customer all right, title and interest in such Developed IP, subject to HubSeven's retained rights and any third-party rights expressly identified in writing.
Notwithstanding the foregoing assignment, HubSeven shall retain all right, title and interest in (a) any Background IP, tools, methodologies, templates, libraries, frameworks, techniques, know-how, and other materials that existed prior to or were developed outside the scope of this Agreement, and (